Oreterra Metals closes first tranche of financing

Executive Summary

• Oreterra Metals Corp. has closed the first tranche of its non-brokered private placement, raising $9.28 million in gross proceeds from the issuance of hard-dollar and flow-through units.
• The private placement was oversubscribed and upsized to a total target of $9.7 million, with the second tranche scheduled to close on March 4, 2026.
• The financing attracted over 115 investors, including 83% new investors, with major funds now owning approximately 25% of the company on a fully diluted basis.

Key Details

• First Tranche Closing:
  • Hard-Dollar (HD) Units: 12,068,332 units issued at $0.45 per unit for gross proceeds of $5.43 million.
  • Flow-Through (FT) Units: 7,708,000 units issued at $0.50 per unit for gross proceeds of $3.85 million.
  • Total First Tranche Gross Proceeds: $9.28 million.
• Second Tranche:
  • Scheduled to close on March 4, 2026.
  • Will bring total gross proceeds to $9.7 million.
• Offering Structure:
  • HD Units: Each comprises one common share and one common share purchase warrant. Warrants allow acquisition of one additional share at $0.60 per share for three years.
  • FT Units: Each comprises one flow-through share and one common share purchase warrant. Warrants allow acquisition of one additional share at $0.60 per share for three years.
  • Total Aggregate Gross Proceeds: Up to $9,684,000 ($5.5 million in HD units and $4,184,000 in FT units).
• Finder Fees:
  • 10 eligible finders were paid.
  • 9 finders received cash fees totaling $409,917.05 and 840,751 broker warrants (exercise price $0.60, 3-year term).
  • 1 finder received 18,000 HD units in lieu of $8,100 cash compensation.
• Insider Participation:
  • Three insiders subscribed for $216,000 total ($150,000 in HD units and $66,000 in FT units).
  • Exempt from MI 61-101 valuation and minority shareholder approval requirements.
• Use of Proceeds:
  • FT share proceeds will be used to incur eligible resource exploration expenses (Canadian exploration expenses and flow-through critical mineral mining expenditures) renounced to purchasers by Dec 31, 2026, with expenditures incurred by Dec 31, 2027.
  • HD share net proceeds primarily for exploration at the Trek property and general working capital.
• Hold Period:
  • All securities issued in the first closing are subject to a hold period expiring on June 28, 2026.
• Investor Base:
  • More than 115 separate investors participated.
  • 83% of investors are new to the company.
  • Major funds own approximately 25% of the company on a fully diluted basis.

Notable Quotes

• "The fact that this financing has attracted the extraordinary level of interest that it has, is a testament to the strength of Trek South as a porphyry copper-gold discovery prospect and the strong resurgence of market interest in such prospects," said Kevin Keough, chief executive officer.
• "Moreover, we also achieved exposure to most of the major mining-focused brokerage firms in the country. All of this has broadened awareness of Oreterra and its prospects as we advance, now fully financed, toward the first-ever drilling of Trek South this summer."